Sole Selling Agency Agreement
THIS SOLE SELLING AGENCY Agreement is made on this …… day of ………… …… BETWEEN X Co.
Ltd. a company registered under the English Companies Act and carrying on business at
…………………, England hereinafter referred to as the PRINCIPAL (which term shall unless
excluded by or repugnant to the context shall include its successors and assigns) of the one part
and S. Co. Ltd. a company registered under the Companies Act 1956 and having its registered
office at ………………, Calcutta hereinafter referred to as the AGENT (which term shall unless
excluded by or repugnant to the context include its successors and permitted nominees and
assigns) of the other part.
WHEREAS the PRINCIPAL is carrying on business as the manufacturer of and dealer in and
exporter of Telecommunications and Computers and Hardwares and Softwares thereof.
AND WHEREAS the AGENT is carrying on business in diverse products of various manufacturers
as selling agent and has acquired experience and obtained the infrastructure for dealing with
these goods.
AND WHEREAS the AGENT has extra capacity for carrying on the business as the selling agent
and has approached the PRINCIPAL for marketing the Principal’s products in the backward areas of
India and also in the foreign countries where the markets have not yet been fully exploited.
AND WHEREAS the PRINCIPAL has agreed to the proposal of the AGENT and intends to appoint
the AGENT as the Sole Selling Agent in respect of certain areas in domestic markets as also in
certain areas of the foreign markets.
NOW THESE PRESENTS WITNESSETH and the parties hereby agree as follows:
1. The AGENT is appointed as the Sole Selling Agent of the Principal’s products in the domestic
market and also in the foreign market particulars whereof are given in the Schedule hereunder.
2. The AGENT shall advertise and make popular the Principal’s products in the scheduled areas
by advertisement in newspapers, journals and through representatives who would visit the
Consumers’ offices and/or residences to popularise the quality and utility of the products of the
PRINCIPAL.
3. The PRINCIPAL shall provide the AGENT literature and other documents explaining the
products and would also supply certain samples for demonstration wherever possible.
4. The PRINCIPAL shall pay to the AGENT a commission of 30% on the published sale price of
the products that would be supplied through the AGENT.
5. All expenses for transport upto the agent’s godown shall be borne by the PRINCIPAL and
further expenses for handling and selling the products and for advertisement and publicity shall
be borne by the AGENT.
6. The AGENT shall maintain an efficient team of personnel for properly running the after-sales-
service in respect of the Principal’s products and for these services the PRINCIPAL would pay an
additional 2% as service charges on the published price of the commodities sold by the AGENT.
7. The AGENT shall ensure that the after-sales-service is rendered promptly and no customer
should have any grievance that the customer is not being properly attended to or the customer’s
instrument has not been properly repaired.
8. The AGENT shall ensure proper customer satisfaction by rendering the after-sales-service as
also immediately returning the genuine manufacturing defective instrument to the PRINCIPAL for
replacement.
9. The AGENT shall on receipt of any complaint inspect the machinery concerned at the
customer’s place and remedy the defect or replace the part if required and immediately inform the
PRINCIPAL with a report about the defects and the repairs done.
10. The AGENT shall submit a statement of receipts of the products and the sale thereof as
also the number and nature of customers attended to by way of after-sales-service.
11. The AGENT shall keep a deposit of Rs. 2 lakhs free from interest with the PRINCIPAL by way
of Security Money.
12. The AGENT shall render proper accounts every quarter and remit the sale proceeds less
the commission and service charges along with a statement of accounts.
13. The AGENT will not be entitled to any commission but only its out-of-pocket expenses in
attending a customer who has ultimately rejected the product of the PRINCIPAL on some ground or
the other.
14. The AGENT undertakes and covenants not to sell in the scheduled areas any other
products of any other manufacturer similar to or competitive with the products of the PRINCIPAL.
15. The AGENT shall keep all the products delivered to it insured against risks of fire, burglary,
civil commotion rioting and loss by any other insurable risks in the joint names of the PRINCIPAL
and the AGENT at the cost of the PRINCIPAL.
16. The AGENT shall inform the PRINCIPAL and take immediate action for any infringement of
the Principal’s Trade Mark or Patent Rights or passing off other manufacturer’s products as those
of the PRINCIPAL.
17. The AGENT hereby agrees and undertakes to take all possible steps and to execute and
sign all plaint, petition, affidavit and other documents that may be necessary for successfully
prosecuting any party for infringement of the said Trade Mark, Patent Rights or for passing off or
committing other wrongful acts done to the Principal’s products by any person and to protect the
right, title and interest of the PRINCIPAL.
18. This Agreement is subject to obtaining the necessary permission or approvals of the
authorities concerned.
19. This Agreement is terminable by giving three months’ notice by either party on any breach
of any of the terms mentioned hereinabove.
20. All disputes and differences arising out of this agreement or in relation to any transactions
covered by the agreement or otherwise affecting the relationship of the PRINCIPAL with its AGENT
shall be referred to Mr. MN, Advocate of Old Post Office Street, Calcutta for adjudication of such
disputes in accordance with the provisions of the Arbitration and Conciliation Act 1996 or any
statutory modifications thereof for the time being in force.
The Schedule
(Particulars of the commodities and areas given to the Sole Selling Agent under this
agreement).
IN WITNESS WHEREOF the parties have executed these presents on the day, month and year
first above-written.
Signed, sealed and delivered by
Mr. …………………………………
pursuant to the Board Resolution
dated …………… of the PRINCIPAL
in Calcutta in the presence of:
Signed, sealed and delivered by
Mr. …………………………………
pursuant to Board Resolution
dated …………… of the AGENT in
Calcutta in the presence of:
*****
Appointment of Selling Agent for a District or Town
THIS AGREEMENT IS MADE on this 15th day of September 2000 BETWEEN
AB Co. Ltd., a company registered under the Companies Act 1956 and carrying on business at
………………… (hereinafter called the PRINCIPAL) of the One Part and CD, a proprietorship
concern of AP of ………………… (hereinafter called the AGENT) of the Other Part.
WHEREAS the PRINCIPAL is a manufacturer and dealer in Computers and is willing to appoint a
suitable concern as the sole selling agent for the town of Chennai for its products.
AND WHEREAS the AGENT has approached the PRINCIPAL and has expressed his consent to act
as the sole selling agent of the PRINCIPAL to which the principal has agreed.
NOW THIS AGREEMENT WITNESSES and the parties hereby agree as follows:
1. The PRINCIPAL hereby appoints the AGENT as the sole agent of the principal for the town of
Chennai (hereinafter called the TERRITORY) for the purpose of making sales of the principal’s
goods for the term of 5 years from the date hereof on the terms and conditions herein contained.
2. The AGENT shall not while selling the principal’s goods make any representation in the trade
or give any warranty other than those contained in the principal’s printed current price list.
3. The AGENT shall be entitled to deduct and retain with himself 20 per cent from the list price
of all goods sold by him on behalf of the PRINCIPAL as his commission. The AGENT shall keep a
record of all sales and shall remit to the PRINCIPAL regularly each week/each Monday all
moneys/sale proceeds received by him in respect of such sale. All sales shall be made for cash
against delivery of goods unless the principal’s consent first obtained in writing to give credit to
any particular purchaser and in case of such credit sales the PRINCIPAL may direct the agent to
charge 20% more than the principal’s price list.
4. The AGENT shall not make any purchase on behalf of nor in any manner pledge the credit of
the PRINCIPAL without prior written consent of the principal.
5. 5. The AGENT shall at his expense take on rent and occupy for the purpose of the agency
suitable premises with prior approval of the PRINCIPAL and shall keep insured for the full value
against all risks of all the goods entrusted to him under this agreement and on request by the
PRINCIPAL shall produce to the PRINCIPAL receipts for the rent, rates and taxes of the said
premises and for the premiums on insurance policies showing that the same have been paid on
due dates.
6. The AGENT shall not sell nor allow anybody else in the trade to sell the principal’s products
outside the agency territory nor sell to the public below the listed price for the time being.
7. The AGENT shall in all his commercial dealings, documents, on name-plates or letter-heads
describe himself as selling agent for the PRINCIPAL.
8. It is agreed that any breach of any term or condition of this agreement by the AGENT shall
entitle the PRINCIPAL to put an end to this agreement forthwith and also to recover from the AGENT
in addition to the listed price by way of liquidated damages 30% of the listed price for each such
article sold in breach of such clause. The agent undertakes that all the purchasers to whom he
may sell the principal’s goods shall be duly entered into the books of the agent.
9. The PRINCIPAL shall keep with the agent a stock of its goods worth
Rs. 50 lakhs at the principal’s current price and the PRINCIPAL shall replenish such stock on the
close of each month subject to availability of stock and exigencies such as delay in transit,
accidents, strikes or other unavoidable occurrences.
10. The PRINCIPAL shall have the right to check the stock of the said goods and on any
shortage or deficiency found on such stock-taking the agent shall on demand pay to the PRINCIPAL
the listed price thereof less commission.
11. The AGENT shall not alter, remove or tamper with the marks or numbers on the principal’s
goods. He shall not sell the goods of the PRINCIPAL at a price less than the listed price. However,
he may allow a discount of 5 per cent on the listed price.
12. If any dispute arises between the AGENT and the PURCHASER of the principal’s goods, the
AGENT shall immediately inform the PRINCIPAL of the same and shall not without the principal’s
approval or consent in writing take any legal proceedings in respect of or compromise such
dispute or grant a release to the purchaser.
13. This agreement may be terminated by either party at any time after the expiration of 5
years by giving to the other one month’s notice in writing.
14. The benefits under this agreement shall not be assignable to any other person.
15. The PRINCIPAL shall redirect all inquiries or orders for principal’s goods received by it from
persons residing in the agency TERRITORY of the said agent and in the event where the PRINCIPAL
supplies such purchasers directly it shall allow the AGENT the same commission or rebate as the
agent would have been entitled to retain if he had done the transaction.
16. The agent undertakes to refer to the PRINCIPAL all enquiries or orders for the principal’s
goods from the persons residing outside the agency territory of the agent and similar enquiries or
orders from persons residing in the agency TERRITORY for the purchase for re-sale outside the
said TERRITORY and the AGENT shall be entitled to 2% commission in respect of any sale resulting
from any such enquiries or orders.
17. The AGENT undertakes to devote his whole business, time and energy for pushing the sale
of the principal’s goods and shall in all such dealings act honestly and faithfully to the PRINCIPAL
and shall carry out principal’s orders and instructions and shall not engage himself or be
interested either directly or indirectly as AGENT or servant in any other business or trade without
the prior consent in writing of the PRINCIPAL.
18. On the termination of this agreement for any reason whatsoever the agent shall not for a
period of one year solicit trade or orders from the persons who had been purchasers of the
principal’s goods any time within 5 years immediately preceding the date of such termination and
the agent shall not for a period of one year engage or be interested as agent or servant in any
business, firm or company manufacturing, selling or dealing in goods similar to those
manufactured and/or dealt with by the PRINCIPAL.
19. Without prejudice to any other remedy the PRINCIPAL may have against the AGENT for any
breach or non-performance of any term of this agreement the PRINCIPAL shall have the right
summarily to terminate this agreement if the agent is found guilty of misconduct or negligence in
discharge of his duties or absenting himself from his business duties for more than 15 days
without sufficient cause, or the agent committing any act of bankruptcy.
20. The PRINCIPAL shall be entitled to terminate this agreement by giving one month’s notice in
writing to the agent in the event the PRINCIPAL ceases to carry on its business.
21. On the termination of this agreement for whatever reason the AGENT shall immediately
return to the PRINCIPAL all unsold stock of goods and pay for the shortages in stock at the listed
prices less commission. The agent shall deliver to the PRINCIPAL all books of account, document
or securities he may have received during the normal course as a result of sales of the principal’s
goods and shall transfer, assign or negotiate in favour of the PRINCIPAL all such securities on
demand.
22. In the event of any dispute arising out of or in relation to or touching the agreement the
same shall be decided by arbitration in accordance with the provisions of the Arbitration and
Conciliation Act 1996.
IN WITNESS WHEREOF the parties hereto have executed these presents on the day, month and
year first above-written.
Signed, sealed and delivered by
Mr. …………………………………
pursuant to Board Resolution dated
………… of AB Co. Ltd. in the
presence of:
Signed and delivered by Mr. AP
the proprietor of CD in the presence
of:
*****
Appointment of Sole Selling Agent
THIS AGREEMENT IS MADE on this 11th day of October 2000 BETWEEN AB Co. Ltd., a company
registered under the Companies Act 1956 and carrying business at ………………, Calcutta
(hereinafter referred to as the COMPANY) of the One Part and CD Co. Ltd., a company registered
under the Companies Act 1956 and carrying business at ………………, Kerala (hereinafter called
AGENT) of the Other Part.
WHEREAS the COMPANY is engaged in the manufacture of cotton and textiles polyster fibre yarn
suitings and shirtings.
AND WHEREAS the AGENT is the wholesale trader in suitings and shirtings and textile goods and
materials in South India with headquarters at Ernakulam and has approached the COMPANY for
being appointed as sole selling agent of the COMPANY in South India.
AND WHEREAS the COMPANY in its general meeting held on 15th September 2000 has decided to appoint
CD Co. Ltd. as the sole selling agent for Southern India for whole-sale business of the company’s
manufactured suitings and shirtings and the Central Government has also approved the
appointment of the said sole-selling agent for the said goods.
NOW THIS AGREEMENT WITNESSES and the parties hereby agree as follows:
1. The COMPANY appoints CD CO. Ltd., Kerala as the sole selling agent for South India for the
suitings and shirtings manufactured by the COMPANY and the said Agent will have the exclusive
right and authority to sell whether in cash or on credit and procure the orders for sale of the said
products of the COMPANY in any manner in the said territory.
2. The appointment shall take effect from 1st day of November 2000 and shall remain in force
for five years from the said date without prejudice to the right of re-appointment but subject to the
approval by the COMPANY in general meeting and also subject to the approval by the Central
Government as required under section 294 of the Companies Act 1956 and rule 2 of the
Companies (Appointment of Sole Agents) Rules 1975.
3. The AGENT shall have the right to operate in the entire territories of South India either
directly or through their branch offices, associates or sub-agents for giving effect to this
agreement.
4. The AGENT in consideration of its selling and procuring orders for the sale of the company’s
products shall be paid a commission of 25% on the total sales effected by it but on the amount
actually collected by it and paid to the COMPANY.
5. The AGENT hereby covenants that it will exclusively engage in the sale of the company’s
products to the best of its ability and shall not engage in the sale of similar or identical products of
other manufacturers and it will protect, preserve and maintain patents and trade mark of the
company’s products sold by it in all possible manner at its own cost and will never allow others to
use the same unauthorisedly. The AGENT will keep and maintain full and complete accounts of the
sale of the company’s products, area-wise and region-wise and submit quarterly reports of sale,
stock-in-hand, realisation of credit bills and any other information as may be desired by the
COMPANY from time to time. It will not create any obligations involving payment either in cash or
kind on behalf of the COMPANY and shall not assign any interest, right and obligation arising out of
these presents to any third party. The AGENT shall keep the company well informed of the
demands of the COMPANY’S products arising in the territories of its operation from time to time.
6. The COMPANY hereby covenants that it shall provide to the AGENT complete catalogues,
instruction books, circulars for promoting sales of its products and publish advertisements in local
and regional newspapers for promoting sales of the company’s products. It shall execute orders
placed by the AGENT with all reasonable despatch and shall not entertain or execute direct orders
from the territories assigned to the agent and in case any orders are received by it the same shall
be passed on to the AGENT and it will be paid commission at 25% on such orders when executed.
7. The parties hereto hereby agree that nothing contained herein shall prejudice the rights of
the COMPANY to appoint another selling agent in the same territory or to open its own retail shop
where it is found necessary to promote public distribution system or to execute any special
programme of the Government of India. However, the COMPANY shall obtain prior consent in
writing of the AGENT in that behalf.
8. The retail price of the product shall always be determined by the COMPANY in consultation
with the AGENT.
9. This agreement shall be renewable subject to mutual consent of the parties hereto on the
expiry of five years.
10. The agreement may be terminated by either party on giving six months’ notice in advance
to the other party in writing.
11. Any dispute arising between the parties hereto shall be referred to the sole arbitrator Mr.
MN whose decision/award shall be binding upon the parties hereto.
12. The Calcutta Courts will have the jurisdiction to decide the issues in dispute between the
parties hereto.
IN WITNESS WHEREOF the parties herein execute these presents on the day, month and year
first above-written.
Signed, sealed and delivered by
Mr. ………………………………
pursuant to Board Resolution
dated 30th September 2000 of
AB Co. Ltd. in the presence of:
Signed, sealed and delivered by
Mr. ………………………………
pursuant to Board Resolution
dated 1st October 2000 of CD
Co. Ltd. in the presence of:
*****
